Exhibit 4.1





NUMBER       Incorporated Under the laws of the State of Delaware         SHARES
______                                                                    ______

                       BlackRock Kelso Capital Corporation

                          Par Value $0.001 Common Stock



This is to certify that ________________________________________ is the owner of

________________________________________________________________________________
    Fully Paid and Non-Assessable Shares of Par Vale $0.001 Common Stock of

                      BlackRock Kelso Captial Corporation

transferable only on the books of the Corporation by the holder thereof in
person or by a duly authorized Attorney upon surrender of this Certificate
properly endorsed.

Witness, the seal of the Corporation and the signatures of its dulyu authorized
officers.

Dated


________________________________            ____________________________________
                       Treasurer            Chairman and Chief Executive Officer




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For value received _____________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE


________________________   _____________________________________________________

________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)

_________________________________________________________________________ Shares

represented by the within Certificate and do hereby irrevocably constitute and appoint

________________________________________________ Attorney to transfer the said Shares
on the books of the within named Corporation with full power of substitution in the premises.

Dated ___________________________

In presence of___________________________________

___________________________________

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THIS SECURITY HAS NOT BEEN  RECOMMENDED,  APPROVED OR DISAPPROVED BY ANY FEDERAL
OR STATE SECURITIES  COMMISSION OR REGULATORY  AUTHORITY.  ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.  THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES  ACT"),  AND ACCORDINGLY,
MAY  NOT BE  OFFERED,  PLEDGED  OR SOLD  EXCEPT  AS SET  FORTH  N THE  FOLLOWING
SENTENCE.  BY ITS  ACQUISITION  HEREOF,  THE HOLDER (1) REPRESENTS THAT IT IS AN
"ACCREDITED  INVESTOR"  (AS  DEFINED  IN RULE  501 OF  REGULATION  D  UNDER  THE
SECURITIES  ACT) (AN  "ACCREDITED  INVESTOR")  AND (2)  AGREES  THAT IT WILL NOT
REOFFER,  PLEDGE,  RESELL OR OTHERWISE  TRANSFER THIS SECURITY EXCEPT (A) TO THE
COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO AN ACCREDITED INVESTOR,  PROVIDED THAT
PRIOR TO SUCH  TRANSFER  THE HOLDER  FURNISHES  TO THE  COMPANY A SIGNED  LETTER
CONTAINING CERTAIN  REPRESENTATIONS  AND AGREEMENTS RELATING TO THE RESTRICTIONS
ON TRANSFER OF THIS  SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
COMPANY),  OR (C)  PURSUANT TO AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE
SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE  WITH ANY APPLICABLE  SECURITIES
LAWS OF ANY STATE OF THE UNITED  STATES.  PRIOR TO ANY  TRANSFER,  THE HOLDER OF
THIS  SECURITY  AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY
IS TRANSFERRED A NOTICE  SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  THE HOLDER
MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY SUCH CERTIFICATIONS,  LEGAL
OPINIONS OR OTHER  INFORMATION AS THE COMPANY MAY REASONABLY  REQUIRE TO CONFIRM
THAT  SUCH  TRANSFER  IS BEING  MADE  PURSUANT  TO AN  EXEMPTION  FROM,  OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
AS USED HEREIN,  THE TERMS "UNITED  STATES" AND "U.S.  PERSON" HAVE THE MEANINGS
GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.